respect, the stockholders now attending this meeting, either in person or by proxy, do proceed to elect thirty directors of this company. Resolved, That the board of directors shall have power to fill all vacancies which may occur in their number, by death, resignation, or otherwise. Resolved, That, until otherwise ordered, the affairs, property, and business of the company, except so far as the same are exclusively vested in the stockholders by the charter, shall in all respects be conducted, managed, and controlled by the board of directors as they shall deem most expedient for the interests of the company. Mr. Cass offered the following resolutions, which were adopted: Resolved, That the inspectors named in the act of incorporation open the polls for the election of a board of directors, at this office, at quarter past two p. m. this day, and keep the same open one hour, and until all stockholders present and offering to vote shall have voted. Resolved, That the inspectors of the election, so soon as the votes are counted, notify each member elected to meet at the office of the company, in the city of New York, at noon to-morrow, for the purpose of organizing the board of directors, and the transaction of business, and that the inspectors, at the same time, make and deliver a certificate, under their hands, of the names of the directors elected at the meeting. Resolved, That a committee of five be appointed by the chairman to prepare a system of by-laws, rules, and regulations, for the needful and proper regulation of the stock, property, estate, and effects of the company, and of all matters whatsoever which may appertain to the concerns of the company, not inconsistent with the act of incorporation, and report the same to an adjourned meeting of the stockholders, to be held for that purpose in the city of New York tomorrow, p. m. Messrs. Ogden, Rosekrans, Cook, Pruyn, and Durant were appointed committee on by-laws. The stockholders then voted to take a recess till one-quarter past two o'clock p. m. NEW YORK, October 29, 1863. The subscribers to the capital stock of the Union Pacific Railroad Company reassembled, according to adjournment, at half past two p. m. Mr. Cass offered the following resolution, which was adopted: Resolved, That the directors this day elected shall hold their office for such period only as may be fixed by the by-laws hereafter to be adopted. The stockholders then proceeded to ballot for directors of the company. The tellers reported that the whole number of shares entitled to vote, as shown by the poll list, was 2,177, and the whole number of votes taken 2,007; and annexed a statement showing the persons voted for and the number of votes which each received, to wit: Whereupon the following persons were declared elected directors of the com pany, to wit: New York city-George Opdyke, John A. Dix, Thomas C. Durant, E. W. Dunham, Pickering Clark, E. T. H. Gibson, J. F. D. Lanier, A G. Jerome, Abiel A. Low, George T. M. Davis, August Belmont, L. C. Clark, Chas. Tuttle, Henry V. Poor, George Griswold. Albany, New York-J. V. L. Pruyn. Glen Falls, New York-E. H. Rosekrans. Chicago, Illinois-William B. Ogden, J. F. Tracy. Boston, Massachusetts-Nathaniel Thayer, C. A. Lambard. New Haven, Connecticut-C. S. Bushnell. Scranton, Pennsylvania-Joseph H. Scranton. Philadelphia, Pennsylvania-J. Edgar Thomson. Davenport, Iowa-Ebenezer Cook, John E. Henry. Wilmington, Delaware-H. S. McComb. Omaha, Nebraska-Augustus Kountze. The committee on by-laws submitted, through Mr. Cook, a series of articles, which were amended and adopted as follows: BY-LAWS ADOPTED OCTOBER 30, 1863. ARTICLE I. Meeting of stockholders. The annual meeting of the stockholders shall be held on the first Monday in October in each year, at the office of the company in the city of New York. Notice of the time of each meeting, signed by the president and secretary, shall each year be published in two daily newspapers in the city of New York, and also in newspapers published in each of the following named cities, to wit: Boston, Philadelphia, Chicago, Pittsburg, St. Louis, and Washington, at least thirty days previous to the time designated for each meeting. Special meetings may be held at any time by order of the board of directors, and shall be whenever stockholders owning one-fourth part of the capital stock shall, in writing, make an application therefor to the president, stating the object of such special meeting. Notice of such special meetings shall be published in the same manner as heretofore directed; and in addition such notices shall state the object of such meetings; and the business of all special meetings shall be confined to the objects stated in such notices. At all meetings stockholders may vote by person or by proxy, and shall be entitled to one vote for each share of stock standing in their respective names. ARTICLE II. Election of directors. The directors elected at the first election shall hold their office until the annual meeting on the first Monday in October, 1866, and until their successors are duly elected and qualified; and the directors thereafter elected by the stockholders shall hold their office for three years, and until their successors are duly elected and qualified. All elections of directors shall be by ballot. Prior to each election, the board of directors shall appoint a committee of three of their own number, who shall preside at and be inspectors of said elections, shall be the judges of the qualifications of voters, shall prescribe rules and regulations for voting, and shall make a certificate of the result of the elections, which certificate shall be entered in full upon the minutes of the proceedings of the board of directors. Should any vacancy occur in the board of directors, by death, resignation, or otherwise, the board of directors shall have power to fill the vacancy for the balance of the time. ARTICLE III. Officers of the company. In addition to a president, vice-presinent, secretary, and treasurer, as provi ded for by the charter, there shall be also an executive committee, consisting of six members of the board, to be elected by ballot by the board of directors, and the president, who shall be chairman of said committee. In the absence of the president, the vice-president shall be a member of said committee and preside at the meeting. The president and vice-president shall hold their respective offices during the continuance of the term of the board of directors which elects them. All other officers shall hold their office during the pleasure of the board of directors. ARTICLE IV. Board of directors. The board of directors at their first meeting after every triennial election shall elect by ballot, from their own number, a president and vice-president, and may aiso elect a secretary and treasurer, or may continue the then incumbents in office by resolution. The board of directors shall have the whole charge and management of the property and effects of the company, and they may delegate power to the executive committee to do any and all acts which the board is authorized to do, except such acts as by law, or these by-laws, must be done by the board itself. The board shall have power, in the absence of the president and vice-president, to appoint a chairman pro tempore, and during the prolonged absence of the president or other officer, to appoint substitutes pro tempore. A majority of all the members is necessary to a quorum, but less than a quorum may adjourn from time to time. The board of directors may prescribe the duties and power of the secretary, treasurer, engineer, and all subordinate officers and agents, fix the salaries of all officers of the company, make all needful rules and regulations not inconsistent with the charter, for the transfer of the stock of the company, issuing of certificates of stock, keeping the records and accounts of the company, the management and disposition in particular of the stock, property, estate, and effects of the company, and the construction and operating of the railroad and telegraph of the company. At each annual meeting of stockholders the board of directors shall cause to be presented to said meeting a general statement of the affairs of the company. The board of directors shall have power to delegate authority to do and perform specific acts, not inconsistent with the charter, to special committees to be appointed by the board or presiding officer, at the option of the board. ARTICLE V. President and vice-president. The president shall preside at all meetings of the board of directors, when present; shall have a general care, supervision, and direction of the affairs of the company and employés, under the direction of the board of directors, and shall have such other powers and perform such other duties as the board of directors may from time to time confer or prescribe. The vice-president, in the absence of the president, shall preside at the meeting of the board, and may also do and perform any other act which the president might do were he present; and he shall have such other powers and perform such other duties as may be conferred upon him, or be prescribed by the board of directors from time to time. ARTICLE VI. Executive committee. The executive committee shall have and exercise, by a majority of its members, all the powers and authority which, from time to time, may be delegated to said committee by the board of directors. A record of all the proceedings shall be kept in a book for that purpose by the secretary, and certified by him, which shall be read at the next ensuing meeting of the board of directors. The secretary of the company shall call meetings of this committee on the requisition of any one of its members. ARTICLE. VII. Auditing of accounts. At each annual meeting of the stockholders an auditing committee shall be appointed in such a manner as may be decided, to examine and audit the accounts of the preceding year, ARTICLE VIII. Amendments of by-laws. These by-laws may be altered or amended at any annual meeting of the stockholders, or at any special meeting, when notice of such amendment or amendments shall have been given. Mr. Cass offered the following resolution, which was adopted: Resolved, That the seal of the commissioners be the seal of the company until changed by the board of directors, which they are hereby authorized to do at any time. The meeting then adjourned sine die. H. Ex. Doc. 253-2 Meeting of directors of the Union Pacific Railroad Company. OCTOBER 30, 1863. The directors of the Union Pacific Railroad Company met this day at the office of the company, 54 William street. The following directors were present, viz: Messrs. Thomas C. Durant, Pickering Clark, E. T. H. Gibson, A. G Jerome, Charles Tuttle, Henry V. Poor, E. H. Rosekrans, William B. Ogden, C. A. Lambard, Cornelius S. Bushnell, Joseph H. Scranton, E. Cook, John E. Henry, H. S. McComb, Augustus Kountze, John J. Blair, and Springer Harbaugh and T. J. Carter, government directors. The board then organized by the choice of Major General John A. Dix as president, Thomas C. Durant as vice-president, John J. Cisco as treasurer, and Henry V. Poor as secretary. Mr. Cook, of lowa, offered a series of resolutions, which were severally read and adopted, to wit: Whereas by article 4 of the by-laws of the co.npany, adopted by the stockholders on the 30th day of October, 1863, authority is given to the board to delegate power to the executive committee; and whereas on account of the large number of directors, and their residence in various States, great difficulty exists in the way of obtaining a quorum at short notice: therefore, Resolved, That the executive committee shall possess and exercise, by a majority of all its members, all the powers and duties of the board of directors at all times when the board shall not be in session, except such powers as by the charter or by-laws of the company must be exercised by the board itself. Resolved, That the president, or, in his absence, the vice-president, shall have power to call meetings of the board at any time, and shall do so whenever five of the directors, in writing, shall request it. Notice of the meeting shall be given by the secretary to each director. Resolved, That a committee of seven be appointed, to be called the Committee on Finance, to devise plans for the raising of money to prosecute the work; the committee to report to, and their acts to be subject to the board of directors, if in session; or otherwise, to the executive committee. Resolved, That a committee of seven be appointed to prepare a memorial to Congress for amendments of the charter, and that such committee report such memorial to the executive committee for their approval. Resolved, That no money in the hands of the treasurer shall be paid out by him, except upon the order of the board of directors or executive committee, or under such rules and regulations as may be made by the board or executive committee. On motion of Mr. Ogden, of Illinois, the following form of certificate was adopted: of the capital stock of the Union Pacific Railroad Company, on which has been paid one hundred dollars on each share; which shares are transferable on the books of the company, at its office in the city of New York, or at such transfer agency as the company may hereafter establish, at the pleasure of the holder in |